Year 2000 Xxxxxxxx. (a) Palm warrants to Licensee that the Palm Software will continue performing properly with regard to date-data on and after January 1, 2000, provided that all other products used by Licensee in connection or combination with the Palm Software accurately exchange date-data with the Palm Software. Palm makes no certification regarding the performance of any other Palm products with regard to date-data.
(b) If it appears that any Palm Software does not perform properly with regard to date-data on and after January 1, 2000, and Licensee notifies Palm thereof before April 1, 2000, Palm shall, at its option and expense and as Licensee's sole and exclusive remedy for breach of the warranty made in subsection (a) above, provide Licensee with a software Update which would effect the proper performance of the Palm Software or deliver to Licensee equivalent software to replace the Palm Software. Any such software Update or equivalent software will be warranted pursuant to subsection (a) above for ninety (90) days or until April 1, 2000, whichever is later.
Year 2000 Xxxxxxxx. (i) The Borrower and its Subsidiaries have reviewed and assessed the potential impact of the Year 2000 issue on all areas of their critical businesses and operations (including those areas that may be affected by, or interfaced with, third party suppliers and clients);
(ii) The Borrower and its Subsidiaries have prepared and are implementing a Year 2000 Plan, the particulars of which are appended hereto at Schedule 5, which schedule also accurately sets out the current status of activities under the Year 2000 Plan;
(iii) Subject to Third Party Factors, the Year 2000 Systems of the Borrower and its Subsidiaries shall be Year 2000 Ready prior to December 31, 1999;
(iv) The cost to the Borrower (on a consolidated basis) of completing the steps necessary for the Year 2000 Systems of the Borrower and its Subsidiaries to be Year 2000 Complaint will not result in a Default, and are not expected, in the reasonable opinion of the Borrower, to have a Materially Adverse Effect on the Borrower and its Subsidiaries, taken as a whole; provided that this representation and warranty shall not extend to any costs relating to steps to be taken by Third Parties to deal effectively with Third Party Factors; and
(v) The Borrower and its Subsidiaries have taken reasonable commercial efforts, consistent with the importance of succeeding therein to the continued operation of the business of the Borrower and its Subsidiaries in the ordinary course, to assess, monitor and respond to the Third Party Factors in order to minimize the impact of Third Party Factors on the ability of the Borrower and its Subsidiaries to have their Year 2000 Systems Year 2000 Ready prior to December 31, 1999.
Year 2000 Xxxxxxxx. (a) 3Com warrants to JD that the Palm Software will continue performing properly with regard to date-data on and after January 1, 2000, provided that all other products used by JD in connection or combination with the Palm Software accurately exchange date-data with the Palm Software. 3Com makes no certification regarding the performance of any other 3Com products with regard to date-data.
(b) If it appears that any Palm Software does not perform properly with regard to date-data on and after January 1, 2000, and JD notifies 3Com thereof before April 1, 2000, 3Com shall, at its option and expense, provide JD with a software update which would effect the proper performance of the Palm Software or deliver to JD equivalent software to replace the Palm Software. Any such software update or equivalent software will be warranted pursuant to subsection (a) above for ninety (90) days or until April 1, 2000, whichever is later.
Year 2000 Xxxxxxxx. Xx the best knowledge of the Company and the Shareholder, the computer software owned by the Company, UST or VNS and all other Intellectual Property used or held for use by the Company, UST or VNS in its business accurately processes date/time data (including calculating, comparing, and sequencing) from, into, and between the twentieth and twenty-first centuries, and the years 1999 and 2000 and leap year calculations and the date September 9, 1999 when either (i) used as a standalone application, or (ii) integrated into or otherwise used in conjunction with the third party hardware, software, firmware and data over which the Shareholder, the Company, UST or VNS have no control ("Third Party Products") with which such Company, UST or VNS software or other Intellectual Property was designated or intended to operate at the time such Company, UST or VNS software was (A) developed or (B) first provided to the Company's, UST's or VNS's customers, or tested by the Company, UST or VNS for such customers, whichever is later. Notwithstanding the foregoing, the Company, UST or VNS shall not be considered to be in breach of the representation and warranty in the immediately preceding sentence if the failure of such Company, UST or VNS software to comply with such representation and warranty is attributable solely to (x) a failure by any Third Party Product to accurately process date/time data (including but not limited to, calculating, comparing, and sequencing) from, into, and between the twentieth and twenty-first centuries, and the years 1999 and 2000 and leap year calculations and the date September 9, 1999; or (y) any modification of the Company, UST or VNS software by any party other than the Company, UST or VNS (unless such modification was made at the direction of the Company, UST or VNS). The personal computers used by UST in its telecenter business do not meet the representation set forth in clause (i) of the first sentence of this Section 3.1(r); provided, however, that such computers have been networked together to allow the Company to operate the telecenter business in a manner consistent with past practice without loss of material data.
Year 2000 Xxxxxxxx. (a) Except as to (i) Year 2000 compliance matters included in the Assumed Obligations, (ii) Software utilized by both DETTCO and Partnership and provided by Duke Energy Corporation or its Affiliate and (iii) information provided in Section 5.20(a) of the Disclosure Schedule, when used in accordance with applicable supplied documentation, all Software utilized in connection with the Businesses (whether or not forming a part of the Assets) will to DETTCO's knowledge, (x) operate accurately prior to, during and after the calendar year 2000 A.D. with respect to date and time dependent data, computations, output or other functions, will accurately process, calculate, compare and sequence date and time data from, into and between the twentieth and twenty-first centuries, and further including leap year calculations, and will properly exchange accurate date and time data during or related to the aforementioned time periods with all relevant hardware, firmware, software and embedded systems used in connection with it, or (y) be modified, repaired or replaced so as to comply prior to the earlier of (A) June 1, 1999, or (B) the earliest date on which the Software may be required to perform date/time processing involving dates later than December 31, 1999.
(b) With respect to any Software that DETTCO or its Affiliates is acquiring or may acquire prior to the Closing Date to be used in connection with the Businesses, all such Software will comply with the provisions of paragraph (a) above or, alternatively, DETTCO will require by written contract that the vendor of such Software will place such Software in compliance in accordance with the time schedule set forth in paragraph (a) above.
(c) Except as would not have a Material Adverse Effect, all Software and computer hardware used by DETTCO or its Affiliates in conjunction with, and which are necessary for, the Businesses as of the Closing Date that will not be a part of the Assets and that will not be available to the LLCs following the Closing on substantially the same terms as immediately prior to the Closing Date are listed in Section 5.20(c) of the Disclosure Schedule.
Year 2000 Xxxxxxxx. (a) As part of the Hardware Warranty and the Software Warranty, Supplier represents, warrants and covenants to Mirror that all Equipment provided by Supplier to Mirror hereunder, including without limitation, any and all enhancements, upgrades, customizations, modifications, maintenance releases and the like delivered by or on behalf of Supplier, is "Year 2000 Compliant", as defined herein. "YEAR 2000 COMPLIANT" means that any function of such Equipment containing or calling on a calendar function, including, without limitation, any function indexed to the CPU clock, and any function providing specific dates or days, or calculating spans of dates or days, shall record, store, process, provide and, where appropriate, insert, true and accurate dates and calculations for dates and spans prior to, including and following January 1, 2000 and shall correctly recognize and process the date of February 29, and any related data, during leap years. Without limiting the generality of the foregoing, Supplier further represents, warrants and covenants:
Year 2000 Xxxxxxxx. 11.4.1 SHIVA represents and warrants that by January 1, 1998, all PRODUCTS and FEATURES provided pursuant to this MARKETING AGREEMENT, when used in accordance with their SPECIFICATIONS and DOCUMENTATION, shall (i) process date and time related data without causing any processing interruptions, abnormal terminations, or changes in performance characteristics, and (ii) shall process and manipulate all date and time related functions correctly. Without limiting the generality of the foregoing, all PRODUCTS and FEATURES provided by SHIVA shall:
(a) correctly handle date and time related data before, during and after January 1, 2000, including but not limited to accepting date input, providing date output, and performing ongoing operations on dates and portions of dates including, but not limited to, calculating, comparing and sequencing of dates (in both forward and backward operations spanning century boundaries);
(b) correctly handle leap year calculations (including but not limited to identification of leap years, interval calculations, day-in-year calculations, day-of-the-week calculations, and week-of-the-year calculations);
(c) correctly handle all two digit date and time related input in a manner that resolves ambiguity as to century in a disclosed, defined and predetermined manner; and CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. ASTERISKS DENOTE SUCH OMISSIONS.
(d) correctly store and provide output of all date and time data in a manner that is unambiguous as to century.
11.4.2 SHIVA shall immediately notify NORTEL of any and all date- related bugs, errors or deficiencies in the PRODUCTS and/or SHIVA supplied FEATURES. For the purpose of problem resolution, any such date related bugs, errors or deficiencies shall be deemed to be bugs, errors or deficiencies of the highest priority level, and shall be resolved according to the procedures provided for such priority level.
11.4.3 Any provisions of the MARKETING AGREEMENT that tend to limit or eliminate the liability of SHIVA shall have no application with respect to the year 2000 compliance warranty set out above.
Year 2000 Xxxxxxxx. Xx the best knowledge of the Company and the Shareholders, the computer software owned by the Company and used in the Business and all other Intellectual Property used or held for use by the Company in the Business accurately processes and has accurately processed date/time data (including calculating, comparing, and sequencing) from, into, and between the twentieth and twenty-first centuries, and the years 1999 and 2000 and leap year calculations and the date September 9, 1999 when either (i) used as a standalone application, or (ii) integrated into or otherwise used in conjunction with the third party hardware, software, firmware and data over which the Shareholders and the Company have no control ("Third Party Products") with which such Company software or other Intellectual Property was designated or intended to operate at the time such Company software was (A) developed or (B) first provided to the Company's customers, or tested by the Company for such customers, whichever is later. Notwithstanding the foregoing, the Company shall not be considered to be in breach of the representation and warranty in the immediately preceding sentence if the failure of such Company software to comply with such representation and warranty is attributable solely to (x) a failure by any Third Party Product to accurately process date/time data (including but not limited to, calculating, comparing, and sequencing) from, into, and between the twentieth and twenty-first centuries, and the years 1999 and 2000 and leap year calculations and the date September 9, 1999; or (y) any modification of the Company software by any party other than the Company (unless such modification was made at the direction of the Company).
Year 2000 Xxxxxxxx. (a) As part of the Hardware Warranty and the Software Warranty, Nortel represents, warrants and covenants to Mirror that all Equipment provided by Nortel to Mirror hereunder, including without limitation, any and all enhancements, upgrades, customizations, modifications, maintenance releases and the like delivered by or on behalf of Nortel, is "Year 2000 Compliant", as defined herein. "YEAR 2000 COMPLIANT" means that any function of such Equipment containing or calling on a calendar function, including, without limitation, any function indexed to the CPU clock, and any function providing specific dates or days, or calculating spans of dates or days, shall record, store, process, provide and, where appropriate, insert, true and accurate dates and calculations for dates and spans prior to, including and following January 1, 2000 and shall correctly recognize and process the date of February 29, and any related data, during leap years. Without limiting the generality of the foregoing, Nortel further represents, warrants and covenants:
Year 2000 Xxxxxxxx. 33.1 VENDOR represents and warrants that all Goods and Services provided hereunder will be Year 2000 Compliant and, more specifically, will:
a) Function without interruption or human intervention with four digit year processing on any data, input, or output which includes an indication of date (“Date Data”), including errors or interruptions from function which may involve Date Data from more than one century or leap years regardless of the date of processing or date of Date Data;
b) Provide results from any operation accurately reflecting any Date Data used in the operation performed, with output in any form, except graphics, having four digit years;
c) Accept two digit year Date Data in a consistent manner that resolves any ambiguities as to century in a defined manner; and
d) Provide date interchange in the ISO 8601:1988 standard of CCYYMMDD.
33.2 If any Goods or Services delivered hereunder are not as described in this Article, Year 2000 Compliant replacements, or modifications shall be performed by VENDOR at the cost of VENDOR.
